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EXHIBIT 10.22
TELECT, INC.
COVENANT OF CONFIDENTIALITY
THIS COVENANT OF CONFIDENTIALITY is made by the undersigned individual
("employee") with Telect, Inc. ("Telect"), a Washington corporation.
WHEREAS, the employee is or will be employed by Telect; and
WHEREAS, the parties believe it to be in their mutual best interests that said
employment be conducted openly and without risk of unauthorized disclosure of
Telect's customer lists, business practices, trade secrets, and other
confidential information accessible to employees;
NOW, THEREFORE, in consideration of employee's commencing or continuing
employment with Telect, the compensation to be paid in connection therewith, and
other good and valuable considerations, employee covenants and agrees as
follows:
1. Trade Secrets: As an employee of Telect, employee recognizes and
acknowledges that the ideas, designs, processes, trademarks, trade
names, know-how, technology, inventions or their improvements, patients
or patent applications, list of customers and financing sources,
forecasts, plans, vendor relationships and contracts, internal
memoranda, insurance policies, training, sales and procedural manuals or
Telect and its affiliates are valuable, special, and unique assets of
their business. Employee disclaims any interest therein. Employee
covenants and agrees not to make use of or disclose such information to
any person, firm, corporation, association, or other entity for any
reason or purpose whatsoever, at any time during or after termination of
employment with Telect for any reason. All computer printouts, manuals,
files, records, contractual documents, and similar items relating to the
business of Telect or any of its affiliates or customers (actual or
prospective) whether prepared by Telect, an affiliate, employee, or
otherwise coming into the possession of employee shall remain the
exclusive property of Telect or its affiliates and shall be promptly
surrendered by employee to Telect or its affiliates upon termination of
employment for any reason.
2. Books and Records. Employee shall not, at any time during or after
termination of employment with Telect, for any reason, without the
previous written consent of Telect, make use of or disclose to any
person, corporation, or other entity and files, trade secrets, or other
confidential information concerning the business clients, methods,
operations, financing, or services of Telect or any affiliate. Trade
secrets and confidential information shall mean information disclosed to
employee or known by him as a consequence of his employment by Telect,
and not generally known in the industry. Employee acknowledges that all
files, lists, books, records. literature, products, and other materials
owned by Telect and its affiliates or used by them in the conduct of
business shall at all times remain the property of Telect and its
affiliates, and that employee shall surrender to Telect and its
affiliates all such lists, books, records, literature, products, and
other materials upon termination of employment with Telect, irrespective
of the time, manner, or cause of such termination.
CONTINUED ON REVERSE SIDE
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3. Affiliate: An "affiliate" of Telect shall include any corporation,
partnership, or other business entity directly or indirectly
controlling, controlled by, or under common control with Telect.
4. Disclaimer: Nothing contained herein shall be construed as a contract or
other arrangements between Telect or any affiliate and employee as to
employee's commencing or continuing employment with Telect, any such
employment hereby expressly confirmed to be an employment at will.
IN WITNESS WHEREOF, the undersigned employee has executed this covenant of
confidentiality and the date indicated below:
DATE:
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Employee
Telect, Inc.
a Washington Corporation
DATE: By:
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NOTE: It should be understood that it is not, nor will it be, the Company's
intention to restrict any past employee from making a living or seeking work in
his or her chosen field. However, as the Company continues to grow and becomes
more involved with specific and technical product development and risks exposure
to the competitive marketplace, it must place more and more of its trust and
faith in the hands of its employees. That trust, faith, and educational
investment provides mutual security for both the Company and its employees.
Certain employees will be entrusted with proprietary and/or confidential
material and information beyond that provided or allowed to other employees. It
is for this reason that a Covenant of Confidentiality helps provide those
employees and the Company with a mutual understanding and common commitment in
working together. In addition, it provides added protection of the employee's
right to privacy after leaving the Company.
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